What’s with AT&T’s weird response to the Sprint-Softbank deal?

On Thursday, we reported on the rather strange public statement AT&T made regarding Softbank’s plans to take over Sprint. AT&T pointed out that the deal, combined with a Sprint takeover of Clearwire, would put the largest hunk of US wireless spectrum in the hands of a foreign company. But at the same time AT&T didn’t come out against the deal. Instead, it seemed to write off the proposed acquisition as just another wacky aspect of this crazy competitive market we live in.

Here’s the text of AT&T VP Brad Burns’ statement again:

“Softbank’s acquisition of Sprint and the control it gains over Clearwire will give one of Japan’s largest wireless companies control of significantly more U.S. wireless spectrum than any other company. We expect that fact and others will be fully explored in the regulatory review process. This is one more example of a very dynamic and competitive U.S. wireless marketplace, which is an important fact for U.S. regulators to recognize.”

What’s AT&T angling at? I speculated that AT&T is basically priming the pump for its own acquisition ambitions – in essence, saying to regulators if you don’t block theirs, you can’t block ours. According to Public Knowledge SVP and legal director Harold Feld, however, AT&T is playing multiple possible angles in an its attempts to game the acquisition’s outcome in Ma Bell’s favor.

On his blog, Tales of the Sausage Factory, Feld writes that while there are limits on foreign ownership in US communications companies, regulators have overlooked them when it comes to wireless carriers (for instance, Deutsche Telekom’s ownership of T-Mobile). That means AT&T couldn’t conceivably block this deal, and any attempt to do so would just be viewed as an attempt to protect its own back, Feld said.

But AT&T can move the conversation surrounding the Sprint-Softbank deal in a direction quite advantageous to its interests. Feld writes:

“The more likely explanation is that AT&T wants to emphasize how much spectrum its rivals (other than Verizon) control. Pointing out the foreign ownership is simply an accent for emphasis (if you will pardon the pun). ‘Look, the company that owns the most spectrum isn’t even American! How can you put U.S. carriers like AT&T at a disadvantage by limiting our spectrum while letting foreign carriers control oodles more spectrum than we do?’ By forcing Sprint to formally argue how it needs this much spectrum, and getting the FCC to acknowledge that it serves the public interest to allow a foreign company to control this much spectrum, AT&T strengthens its hand (at least rhetorically) in the pending spectrum aggregation proceeding.”

What AT&T wants to avoid is further regulation and further limits on the spectrum it can own, but Feld suggests it may get even more out of this deal by putting a gag on one of its biggest critics. Sprint has been a pain in AT&T’s behind for years, railing against Ma Bell on controversial issues like spectrum caps and special access.

“If AT&T starts to raise a ruckus, but suggests privately to Softbank that the problem goes away if Sprint tones down its advocacy on spectrum caps and special access, what would SoftBank do?,” Feld asked. “Would it say ‘How dare you try to blackmail me like this, now we are enemies forever!’ Or would they say ‘Whatever, we just want to get our deal through.’”

Speaking of Clearwire…

BTIG Analyst Walter Piecyk points out that Sprint’s purchase of Eagle River’s stake in Clearwire doesn’t mean Sprint is now running the show at the 4G carrier. Instead, it merely opens the door for a future takeover. In the BTIG blog (registration required), Piecyk writes that Sprint will assume a majority stake in Clearwire, but it won’t assume direct control of the board. The board member replacing Eagle River’s director will be appointed by the Clearwire Nominating and Governance Committee, not Sprint, leaving it short of the majority it needs to take over.

Sprint will still have plenty of leverage on the board with seven voting members, and can likely block any actions against Sprint’s interests, such as spectrum sale to another carrier. But its real aim may have been to take Clearwire founder and Eagle River principle Craig McCaw out of the picture, Piecyk writes. McCaw would be a hard sell on any future acquisition negotiations, so if Sprint and Softbank really do plan to buy up Clearwire outright, having the company’s founder holding out for a higher price could much up their plans, Piecyk said.